3rd Feb 2009 13:21
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
3 February 2009
TEPNEL LIFE SCIENCES PLC OFFER UPDATE
On 30 January 2009, the directors of Gen-Probe and Tepnel announced a recommended cash offer for the entire and to be issued share capital of Tepnel.
On 30 January 2009, Gen-Probe received an irrevocable undertaking from Artemis Investment Management to vote in favour of the Scheme and the resolutions at the Court Meeting and the GM in respect of its entire holding of 4,567,061 Tepnel Shares, representing approximately 1.91 per cent. of the existing issued share capital of Tepnel.
This irrevocable undertaking ceases to be binding if: (i) the Scheme Document is not posted by 27 February 2009 (or such later date as the Panel may agree); (ii) the Offer lapses or does not become effective, lapses or is withdrawn in accordance with its terms; or (iii) upon the announcement of a competing offer at a price of at least 10 per cent. above the value of the Offer.
As a result of this announcement, Gen-Probe has therefore received total irrevocable undertakings in respect of Tepnel Shares representing approximately 42 per cent. of the existing issued share capital of Tepnel.
Words and expressions defined in the announcement dated 30 January 2009 shall, unless the context otherwise requires, have the same meanings when used in this announcement.
Enquiries:
|
GEN-PROBE INCORPORATED Herm Rosenman, Senior Vice President and Chief Financial OfficerMichael Watts, Senior Director, Investor Relations |
Telephone: +1 858 410 8000 |
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Tepnel, all "dealings" in any "relevant securities" of Tepnel (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or lapses or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Tepnel, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Tepnel by Gen-Probe or Tepnel, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
Related Shares:
TED.L